Securities code: China Tungsten And Hightech Materials Co.Ltd(000657) securities abbreviation: China Tungsten And Hightech Materials Co.Ltd(000657) Announcement No.: 202222
Beijing · Shanghai · Shenzhen · Hong Kong · Guangzhou · Xi’an
To: China Tungsten And Hightech Materials Co.Ltd(000657)
Beijing Jiayuan law firm
Legal opinion on the second extraordinary general meeting of shareholders in China Tungsten And Hightech Materials Co.Ltd(000657) 2022
No.: Jiayuan (2022) – 04-167 Beijing Jiayuan law firm (hereinafter referred to as the firm) has accepted the entrustment of China Tungsten And Hightech Materials Co.Ltd(000657) (hereinafter referred to as the company) to appoint the lawyers of the firm to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the general meeting of shareholders) and carry out necessary verification work. Now, in accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and the articles of association In accordance with the rules of procedure of the general meeting of shareholders, legal opinions shall be issued on the convening and convening procedures of the general meeting of shareholders, the qualifications of participants, voting procedures and other matters. Due to the influence of covid-19 virus infection pneumonia epidemic, the lawyer appointed by the exchange witnessed the shareholders’ meeting by video.
1、 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On March 16, 2022, the board of directors of the company disclosed the notice on convening the second extraordinary general meeting of shareholders in 2022 on the information disclosure media designated by the company, and announced the time, place, convening method and deliberation matters of the general meeting of shareholders.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting.
3. The on-site meeting place of the general meeting of shareholders is the conference room of diamond building company, No. 288, Diamond Road, Hetang District, Zhuzhou City, Hunan Province.
4. Online voting time of the general meeting of shareholders: online voting through the trading system of Shenzhen Stock Exchange – 15:00; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 31, 2022.
5. On March 31, 2022, the general meeting of shareholders was held as scheduled according to the above notice, and the meeting was presided over by Mr. Li Zhongze, chairman of the company. Some directors, supervisors and senior managers of the company attended the shareholders’ meeting. According to the inspection of our lawyers, the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Shareholders and entrusted agents attending the general meeting of shareholders
General situation of shareholders’ attendance: there are 7 shareholders voting on site and online, representing 543115841 shares, accounting for 505759% of the total shares of the listed company. Among them, there are 2 shareholders voting on site, representing 536731148 shares, accounting for 499813% of the total shares of the listed company. Five shareholders voted online, representing 6384693 shares, accounting for 0.5946% of the total shares of the listed company.
Overall attendance of minority shareholders: there are 6 minority shareholders voting on site and online, representing 6798293 shares, accounting for 0.6331% of the total shares of the listed company. Among them, one minority shareholder passed the on-site voting, representing 413600 shares, accounting for 0.0385% of the total shares of the listed company. Five minority shareholders voted online, representing 6384693 shares, accounting for 0.5946% of the total shares of the listed company.
2. Other personnel attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the shareholders’ meeting are some directors, supervisors, senior managers of the company and lawyers of the firm.
Our lawyers believe that the above-mentioned persons are qualified to attend the general meeting of shareholders according to law.
3、 Proposal of this meeting
After verification, our lawyers believe that the proposals considered by the company’s general meeting of shareholders fall within the scope of powers of the company’s general meeting of shareholders and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures of the general meeting of shareholders
1. The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and the meeting adopted a combination of on-site voting and online voting. The shareholders attending the on-site meeting of the shareholders’ meeting voted on the matters listed in the meeting notice one by one by open vote, and the shareholders voting through the Internet voted through the trading system and Internet voting system of Shenzhen Stock Exchange.
2. After the on-site voting of the meeting, the shareholders’ representatives, supervisors’ representatives and lawyers of the firm shall jointly count the voting of shareholders attending the on-site meeting.
3. After the online voting of the general meeting of shareholders, Shenzhen Securities Information Co., Ltd. provided the company with the voting statistics of the online voting.
4. According to relevant rules, the voting results of on-site voting and online voting are combined and counted. All proposals are passed. The specific voting conditions are as follows:
(1) Proposal on the election of non independent directors of the 10th board of directors
Total voting:
1.01. Candidate: non independent director Li Zhongze, number of shares agreed: 543097544 shares
1.02. Candidate: Xie Kant, a non independent director, number of shares agreed: 543097542 shares
1.03. Candidate: non independent director Deng Chuping, number of shares agreed: 543097542 shares
1.04. Candidate: Du Weiwu, non independent director, number of shares agreed: 543097542 shares
Total voting of minority shareholders:
1.01. Candidate: non independent director Li Zhongze, number of shares agreed: 6779996
1.02. Candidate: Xie Kant, a non independent director; number of shares agreed: 6779994
1.03. Candidate: non independent director Deng Chuping, number of shares agreed: 6779994
1.04. Candidate: non independent director Du Weiwu, number of shares agreed: 6779994
(2) Proposal on the election of independent directors of the 10th board of directors
Total voting:
2.01. Candidate: independent director Xu Changlong, number of shares agreed: 543097544 shares
2.02. Candidate: Independent Director Yang Rudai, number of shares agreed: 543097542 shares
2.03. Candidate: Qu xuanhui, independent director, number of shares agreed: 543097542
Total voting of minority shareholders:
2.01. Candidate: independent director Xu Changlong, number of shares agreed: 6779996
2.02. Candidate: Independent Director Yang Rudai, number of shares agreed: 6779994
2.03. Candidate: Qu xuanhui, independent director, number of shares agreed: 6779994
(3) Proposal on the election of shareholders’ representative supervisors of the 10th board of supervisors
Total voting:
3.01. Candidate: Yan Jiayou, shareholder representative supervisor, number of shares agreed: 543092743
3.02. Candidate: Xu Jiafu, shareholder representative supervisor, number of shares agreed: 543092742
3.03. Candidate: Wu Lixian, shareholder representative supervisor, number of shares agreed: 543097542 shares
Total voting of minority shareholders:
3.01. Candidate: Yan Jiayou, shareholder representative supervisor, number of shares agreed: 6775195 shares
3.02. Candidate: Xu Jiafu, shareholder representative supervisor, number of shares agreed: 6775194 shares
3.03. Candidate: Wu Lixian, shareholder representative supervisor, number of shares agreed: 6779994
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders are legal, the qualifications of the participants are legal and valid, the voting procedures comply with the provisions of relevant laws and regulations and the articles of association, and the voting results are legal and valid.
The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company’s general meeting of shareholders. It shall not be used for any other purpose without the consent of the exchange.
Beijing Jiayuan law firm
Legal representative: Yan Yu
Handling lawyer: Wen liangjuan, Wu Junchao March 31, 2022
